Appointment of Director

Director of a company is a person elected by the shareholders for managing the affairs of the company as per the Memorandum of Association and Articles of Association of the company. Since a company is an artificial judicial person created by law, it can only act through the agency of natural persons. Thus, only living persons can be Directors of a company and the management of a company is entrusted to the Board of Directors. Appointment of Directors can be required for a company from time to time based on the requirements of the shareholders of the business.

To appoint a director, the person proposing to become a Director must obtain a digital signature certificate (DSC) and director identification number (DIN). DIN can be obtained for any person who is above the age of 18. The nationality or residency status of the DIN applicant does not matters. Hence, Indian Nationals, Non-Resident Indians and Foreign Nationals can obtain DIN and be appointed as Director of a company in India.

IndiaFilings is the leading business services platform in India, offering a variety of services like company registration, trademark filing, GST registration, income tax filing and more. IndiaFilings can help you appoint a director in your company. The average time taken to file for appointment of director is about 10 - 15 working days, subject to government processing time and client document submission. Get a free consultation on appointment of director by scheduling an appointment with an IndiaFilings Advisor.

Types of Director in a Company

Managing Director

Managing Director is a Director, who by virtue of Articles of Association of a company or an agreement with the company or a resolution passed in its general meeting, or by its Board of Directors, is entrusted with substantial powers of managed of affairs of the company.

Executive Director

Executive Director is a Director, who is in full-time employment of the company. Hence, executive directors are deeply involved with the management of the company and managing affairs of the company.

Ordinary Director

Ordinary Director means a simple Director who attends the Board Meetings of a company and participates in the matters put before the Board of Directors. These Directors are neither whole-time Directors or Managing Directors.

Additional Director

Additional Director is someone appointed by the Board of Directors between two annual general meetings subject to the provisions of the Articles of Association of a company. Additional Directors can hold office only upto the date of next annual general meeting of the Company.

Alternate Director

Alternate Director is someone appointed by the Board of Directors in a general meeting to act for a Director called the original director during his/her absence for a period of not less than three months. Generally, alternate Director are appointed for a person who is a Non-Resident Indian or Foreign Collaborators of a company.

Identity and Address Proof

Identity and address proof will be required for all directors and shareholders of the company to be incorporated. In case of Indian nationals, PAN is mandatory. For foreign nationals, apostilled or notarised copy of passport must be submitted mandatorily. All documents submitted must be valid. Residence proof documents like bank statement or electricity bill must be less than 2 months old.

Registered Office Proof

All companies must have a registered office in India. To prove access to the registered office, a recent copy of the electricity bill or property tax receipt or water bill must be submitted. Along with the utility bill, rental agreement or sale deed and a letter from the landlord with his/her consent to use the office as a registered office of a company must be submitted.

What are the requirements for becoming a Director of a Company?

A Director of a Company must be above the age of 18 and must have a Director Identification Number. The person can be an Indian National or a Foreign National. The Director of a Company has to be a natural person.

What is the minimum number of Director required for a Company?

A Private Limited Company must have a minimum of two Directors at all times. A Limited Company must have a minimum of three Directors at all times.

What is the maximum number of Directors allowed in a Company?

A Company is allowed to have a maximum of 15 Directors.

What are the documents required for obtaining DIN?

A Digital Signature, Signed Affidavit from the proposed Director and information about the identity and address of the Director is required.

What is the procedure for removing a Director from a Company?

A Company can remove a Director by passing an ordinary resolution in an Annual General Meeting or an Extraordinary General Meeting. Ordinary resolutions can be passed by a simple majority. Once a resolution is passed, the Company must file the Resolution along with the necessary forms to the Ministry of Corporate Affairs to remove a Director.

What is the procedure for adding a Director?

A new Director can be added to the Board of Director by passing an ordinary resolution in an Annual General Meeting or an Extraordinary General Meeting. Ordinary resolutions can be passed by a simple majority. Once a resolution is passed, the Company must file the Resolution along with the necessary forms and the Digital Signature of the Managing Director or Secretary of the Company, to the Ministry of Corporate Affairs to appoint a Director.

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